Common use of Absolute Liability Clause in Contracts

Absolute Liability. Each of the Guarantors agrees that the liability of the Guarantors under Section 2.1 and Section 2.2, is absolute and unconditional irrespective of: (a) the lack of validity or enforceability of any terms of any of the Indenture Documents; (b) any contest by any Issuer or any other Person as to the amount of the Note Obligations, the validity or enforceability of any terms of the Indenture Documents or the perfection or priority of any security granted to the Trustee or the other Secured Creditors; (c) any defence, counter claim or right of set-off available to any Issuer (other than payment in full of the Note Obligations); (d) any release, compounding or other variance of the liability of any Issuer or any other Person liable in any manner under or in respect of the Note Obligations or the extinguishment of all or any part of the Note Obligations by operation of law (other than payment in full of the Note Obligations); (e) any change in the time or times for, or place or manner or terms of payment or performance of the Note Obligations or any consent, waiver, renewal, alteration, extension, compromise, arrangement, concession, release, discharge or other indulgences which any Secured Creditors or the Trustee on behalf of the Secured Creditors may grant to any Issuer or any other Person; (f) any amendment or supplement to, or alteration or renewal of, or restatement, replacement, refinancing or modification or variation of (including any additional Note issuances thereunder or the inclusion of an additional Issuer thereunder), or other action or inaction under, the Indenture, the other Indenture Documents or any other related document or instrument, or the Note Obligations; (g) any discontinuance, termination, reduction, renewal, increase, abstention from renewing or other variation of any credit or credit facilities to, or the terms or conditions of any transaction with, any Issuer or any other Person; (h) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of any Issuer, any Guarantor or any other Credit Party or any reorganization (whether by way of reconstruction, consolidation, amalgamation, merger, transfer, sale, lease or otherwise) of any Issuer, any Guarantor or any other Credit Party or their respective businesses; (i) any dealings with the security which any Secured Creditor or the Trustee on behalf of the Secured Creditors holds or may hold pursuant to the terms and conditions of the Indenture Documents, including the taking, giving up or exchange of securities, their variation or realization, the accepting of compositions and the granting of releases and discharges; (j) any limitation of status or power, disability, incapacity or other circumstance relating to any Issuer, any Guarantor, any other Credit Party or any other Person, including any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation, winding-up or other like proceeding involving or affecting any Issuer, any Guarantor, any other Credit Party or any other Person or any action taken with respect to this Guarantee by any trustee or receiver, or by any court, in any such proceeding, whether or not any such Guarantor shall have notice or knowledge of any of the foregoing; (k) the assignment by any Secured Creditor of all or any part of the benefits of this Guarantee; (l) any impossibility, impracticability, frustration of purpose, force majeure or illegality of any Indenture Document, or the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction or by any present or future action of (i) any Governmental Entity that amends, varies, reduces or otherwise affects, or purports to amend, vary, reduce or otherwise affect, any of the Note Obligations or the obligations of any such Guarantor under this Guarantee, or (ii) any court order that amends, varies, reduces or otherwise affects any of the Note Obligations; (m) any taking or failure to take security, any loss of, or loss of value of, any security, or any invalidity, non-perfection or unenforceability of any security held by any Secured Creditors or the Trustee on behalf of the Secured Creditors, or any exercise or enforcement of, or failure to exercise or enforce, security, or irregularity or defect in the manner or procedure by which the Trustee or any other Secured Creditor realizes on such security; (n) any application of any sums received to the Note Obligations (other than payment in full of the Note Obligations), or any part thereof, and any change in such application; and (o) any other circumstances which might otherwise constitute a defence available to, or a discharge of, any Guarantor, any Issuer or any other Person in respect of the Note Obligations or this Guarantee.

Absolute Liability. Each of the Guarantors agrees that the liability of the Guarantors under Section 2.1 and Section 2.2, is absolute and unconditional irrespective of: (a) the lack of validity or enforceability of any terms of any of the Indenture Documents; (b) any contest by any Issuer or any other Person as to the amount of the Note Obligations, the validity or enforceability of any terms of the Indenture Documents or the perfection or priority of any security granted to the Trustee or the other Secured Creditors; (c) any defence, counter claim or right of set-off available to any Issuer (other than payment in full of the Note Obligations); (d) any release, compounding or other variance of the liability of any Issuer or any other Person liable in any manner under or in respect of the Note Obligations or the extinguishment of all or any part of the Note Obligations by operation of law (other than payment in full of the Note Obligations); (e) any change in the time or times for, or place or manner or terms of payment or performance of the Note Obligations or any consent, waiver, renewal, alteration, extension, compromise, arrangement, concession, release, discharge or other indulgences which any Secured Creditors or the Trustee on behalf of the Secured Creditors may grant to any Issuer or any other Person; (f) any amendment or supplement to, or alteration or renewal of, or restatement, replacement, refinancing or modification or variation of (including any additional Note issuances thereunder or the inclusion of an additional Issuer thereunder), or other action or inaction under, the Indenture, the other Indenture Documents or any other related document or instrument, or the Note Obligations; (g) any discontinuance, termination, reduction, renewal, increase, abstention from renewing or other variation of any credit or credit facilities to, or the terms or conditions of any transaction with, any Issuer or any other Person; (h) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of any Issuer, any Guarantor or any other Credit Party or any reorganization (whether by way of reconstruction, consolidation, amalgamation, merger, transfer, sale, lease or otherwise) of any Issuer, any Guarantor or any other Credit Party or their respective businesses; (i) any dealings with the any security which any Secured Creditor or the Trustee on behalf of the Secured Creditors holds or may hold pursuant to the terms and conditions of the Indenture Documents, including the taking, giving up or exchange of securities, their variation or realization, the accepting of compositions and the granting of releases and discharges; (j) any limitation of status or power, disability, incapacity or other circumstance relating to any Issuer, any Guarantor, any other Credit Party or any other Person, including any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation, winding-up or other like proceeding involving or affecting any Issuer, any Guarantor, any other Credit Party or any other Person or any action taken with respect to this Guarantee by any trustee or receiver, or by any court, in any such proceeding, whether or not any such Guarantor shall have notice or knowledge of any of the foregoing; (k) the assignment by any Secured Creditor of all or any part of the benefits of this Guarantee; (l) any impossibility, impracticability, frustration of purpose, force majeure or illegality of any Indenture Document, or the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction or by any present or future action of (i) any Governmental Entity that amends, varies, reduces or otherwise affects, or purports to amend, vary, reduce or otherwise affect, any of the Note Obligations or the obligations of any such Guarantor under this Guarantee, or (ii) any court order that amends, varies, reduces or otherwise affects any of the Note Obligations; (m) any taking or failure to take security, any loss of, or loss of value of, any security, or any invalidity, non-perfection or unenforceability of any security held by any Secured Creditors or the Trustee on behalf of the Secured Creditors, or any exercise or enforcement of, or failure to exercise or enforce, security, or irregularity or defect in the manner or procedure by which the Trustee or any other Secured Creditor realizes on such security; (n) any application of any sums received to the Note Obligations (other than payment in full of the Note Obligations), or any part thereof, and any change in such application; and (o) any other circumstances which might otherwise constitute a defence available to, or a discharge of, any Guarantor, any Issuer or any other Person in respect of the Note Obligations or this Guarantee.

Absolute Liability. Each of the Guarantors The Guarantor agrees that the liability of the Guarantors Guarantor under Section 2.1 and Section 2.2, is absolute and unconditional irrespective of: (a) the lack of validity or enforceability of any terms of any of the Indenture Documents; (b) any contest by any Issuer or any other Person as to the amount of the Note Obligations, the validity or enforceability of any terms of the Indenture Documents or the perfection or priority of any security granted to the Trustee or the other Secured Creditors; (c) any defence, counter claim or right of set-off available to any Issuer (other than payment in full of the Note Obligations); (d) any release, compounding or other variance of the liability of any Issuer or any other Person liable in any manner under or in respect of the Note Obligations or the extinguishment of all or any part of the Note Obligations by operation of law (other than payment in full of the Note Obligations); (e) any change in the time or times for, or place or manner or terms of payment or performance of the Note Obligations or any consent, waiver, renewal, alteration, extension, compromise, arrangement, concession, release, discharge or other indulgences which any Secured Creditors or the Trustee on behalf of the Secured Creditors may grant to any Issuer or any other Person; (f) any amendment or supplement to, or alteration or renewal of, or restatement, replacement, refinancing or modification or variation of (including any additional Note issuances thereunder or the inclusion of an additional Issuer thereunder), or other action or inaction under, the Indenture, the other Indenture Documents or any other related document or instrument, or the Note Obligations; (g) any discontinuance, termination, reduction, renewal, increase, abstention from renewing or other variation of any credit or credit facilities to, or the terms or conditions of any transaction with, any Issuer or any other Person; (h) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of any Issuer, any the Guarantor or any other Credit Party or any reorganization (whether by way of reconstruction, consolidation, amalgamation, merger, transfer, sale, lease or otherwise) of any Issuer, any the Guarantor or any other Credit Party or their respective businesses; (i) any dealings with the any security which any Secured Creditor or the Trustee on behalf of the Secured Creditors holds or may hold pursuant to the terms and conditions of the Indenture Documents, including the taking, giving up or exchange of securities, their variation or realization, the accepting of compositions and the granting of releases and discharges; (j) any limitation of status or power, disability, incapacity or other circumstance relating to any Issuer, any the Guarantor, any other Credit Party or any other Person, including any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation, winding-up or other like proceeding involving or affecting any Issuer, any the Guarantor, any other Credit Party or any other Person or any action taken with respect to this Guarantee by any trustee or receiver, or by any court, in any such proceeding, whether or not any such the Guarantor shall have notice or knowledge of any of the foregoing; (k) the assignment by any Secured Creditor of all or any part of the benefits of this Guarantee; (l) any impossibility, impracticability, frustration of purpose, force majeure or illegality of any Indenture Document, or the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction or by any present or future action of (i) any Governmental Entity that amends, varies, reduces or otherwise affects, or purports to amend, vary, reduce or otherwise affect, any of the Note Obligations or the obligations of any such the Guarantor under this Guarantee, or (ii) any court order that amends, varies, reduces or otherwise affects any of the Note Obligations; (m) any taking or failure to take security, any loss of, or loss of value of, any security, or any invalidity, non-perfection or unenforceability of any security held by any Secured Creditors or the Trustee on behalf of the Secured Creditors, or any exercise or enforcement of, or failure to exercise or enforce, security, or irregularity or defect in the manner or procedure by which the Trustee or any other Secured Creditor realizes on such security; (n) any application of any sums received to the Note Obligations (other than payment in full of the Note Obligations), or any part thereof, and any change in such application; and (o) any other circumstances which might otherwise constitute a defence available to, or a discharge of, any the Guarantor, any Issuer or any other Person in respect of the Note Obligations or this Guarantee.

Absolute Liability. Each of the Guarantors The Guarantor agrees that the liability of the Guarantors Guarantor under Section 2.1 and Section 2.2, is absolute and unconditional irrespective of: (a) the lack of validity or enforceability of any terms of any of the Indenture Documents; (b) any contest by any Issuer or any other Person as to the amount of the Note Obligations, the validity or enforceability of any terms of the Indenture Documents or the perfection or priority of any security granted to the Trustee or the other Secured Creditors; (c) any defence, counter claim or right of set-off available to any Issuer (other than payment in full of the Note Obligations); (d) any release, compounding or other variance of the liability of any Issuer or any other Person liable in any manner under or in respect of the Note Obligations or the extinguishment of all or any part of the Note Obligations by operation of law (other than payment in full of the Note Obligations); (e) any change in the time or times for, or place or manner or terms of payment or performance of the Note Obligations or any consent, waiver, renewal, alteration, extension, compromise, arrangement, concession, release, discharge or other indulgences which any Secured Creditors or the Trustee on behalf of the Secured Creditors may grant to any Issuer or any other Person; (f) any amendment or supplement to, or alteration or renewal of, or restatement, replacement, refinancing or modification or variation of (including any additional Note issuances thereunder or the inclusion of an additional Issuer thereunder), or other action or inaction under, the Indenture, the other Indenture Documents or any other related document or instrument, or the Note Obligations; (g) any discontinuance, termination, reduction, renewal, increase, abstention from renewing or other variation of any credit or credit facilities to, or the terms or conditions of any transaction with, any Issuer or any other Person; (h) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of any Issuer, any the Guarantor or any other Credit Party or any reorganization (whether by way of reconstruction, consolidation, amalgamation, merger, transfer, sale, lease or otherwise) of any Issuer, any the Guarantor or any other Credit Party or their respective businesses; (i) any dealings with the security which any Secured Creditor or the Trustee on behalf of the Secured Creditors holds or may hold pursuant to the terms and conditions of the Indenture Documents, including the taking, giving up or exchange of securities, their variation or realization, the accepting of compositions and the granting of releases and discharges; (j) any limitation of status or power, disability, incapacity or other circumstance relating to any Issuer, any the Guarantor, any other Credit Party or any other Person, including any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation, winding-up or other like proceeding involving or affecting any Issuer, any the Guarantor, any other Credit Party or any other Person or any action taken with respect to this Guarantee by any trustee or receiver, or by any court, in any such proceeding, whether or not any such the Guarantor shall have notice or knowledge of any of the foregoing; (k) the assignment by any Secured Creditor of all or any part of the benefits of this Guarantee; (l) any impossibility, impracticability, frustration of purpose, force majeure or illegality of any Indenture Document, or the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction or by any present or future action of (i) any Governmental Entity that amends, varies, reduces or otherwise affects, or purports to amend, vary, reduce or otherwise affect, any of the Note Obligations or the obligations of any such the Guarantor under this Guarantee, or (ii) any court order that amends, varies, reduces or otherwise affects any of the Note Obligations; (m) any taking or failure to take security, any loss of, or loss of value of, any security, or any invalidity, non-perfection or unenforceability of any security held by any Secured Creditors or the Trustee on behalf of the Secured Creditors, or any exercise or enforcement of, or failure to exercise or enforce, security, or irregularity or defect in the manner or procedure by which the Trustee or any other Secured Creditor realizes on such security; (n) any application of any sums received to the Note Obligations (other than payment in full of the Note Obligations), or any part thereof, and any change in such application; and (o) any other circumstances which might otherwise constitute a defence available to, or a discharge of, any the Guarantor, any Issuer or any other Person in respect of the Note Obligations or this Guarantee.

Absolute Liability. Each of the Guarantors The Guarantor agrees that the liability of the Guarantors Guarantor under Section 2.1 and Section 2.3 and, for greater certainty, under Section 2.2, is absolute and unconditional irrespective of: (a) the lack of validity or enforceability of any terms of any of the Indenture Credit Documents; (b) any contest by any Issuer the Borrower or any other Person as to the amount of the Note Obligations, the validity or enforceability of any terms of the Indenture Credit Documents or the perfection or priority of any security granted to the Trustee or the other Secured Creditors; (c) any defence, counter claim or right of set-off available to any Issuer (other than payment in full of the Note Obligations)Borrower; (d) any release, compounding or other variance of the liability of any Issuer the Borrower or any other Person liable in any manner under or in respect of the Note Obligations or the extinguishment of all or any part of the Note Obligations by operation of law (other than payment in full of the Note Obligations)law; (e) any change in the time or times for, or place or manner or terms of payment or performance of the Note Obligations or any consent, waiver, renewal, alteration, extension, compromise, arrangement, concession, release, discharge or other indulgences which any Secured Creditors or the Trustee on behalf of the Secured Creditors may grant to any Issuer the Borrower or any other Person; (f) any amendment or supplement to, or alteration or renewal of, or restatement, replacement, refinancing or modification or variation of (including any additional Note issuances increase in the amounts available thereunder or the inclusion of an additional Issuer borrower thereunder), or other action or inaction under, the IndentureNotes, the other Indenture Credit Documents or any other related document or instrument, or the Note Obligations; (g) any discontinuance, termination, reduction, renewal, increase, abstention from renewing or other variation of any credit or credit facilities to, or the terms or conditions of any transaction with, any Issuer the Borrower or any other Person; (h) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of any Issuer, any the Borrower or the Guarantor or any other Credit Party or any reorganization (whether by way of reconstruction, consolidation, amalgamation, merger, transfer, sale, lease or otherwise) of any Issuer, any the Borrower or the Guarantor or any other Credit Party or their respective businesses; (i) any dealings with the security which any Secured Creditor or the Trustee on behalf of the Secured Creditors holds hold or may hold pursuant to the terms and conditions of the Indenture Credit Documents, including the taking, giving up or exchange of securities, their variation or realization, the accepting of compositions and the granting of releases and discharges; (j) any limitation of status or power, disability, incapacity or other circumstance relating to any Issuer, any Guarantor, any other Credit Party the Borrower or the Guarantor or any other Person, including any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation, winding-up or other like proceeding involving or affecting any Issuer, any Guarantor, any other Credit Party the Borrower or the Guarantor or any other Person or any action taken with respect to this Guarantee by any trustee or receiver, or by any court, in any such proceeding, whether or not any such the Guarantor shall have notice or knowledge of any of the foregoing; (k) the assignment by any Secured Creditor of all or any part of the benefits of this GuaranteeGuarantee by the Secured Creditors; (l) any impossibility, impracticability, frustration of purpose, force majeure or illegality of any Indenture Credit Document, or the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction or by any present or future action of (i) any Governmental Entity governmental entity that amends, varies, reduces or otherwise affects, or purports to amend, vary, reduce or otherwise affect, any of the Note Obligations or the obligations of any such the Guarantor under this Guarantee, or (ii) any court order that amends, varies, reduces or otherwise affects any of the Note Obligations; (m) any taking or failure to take security, any loss of, or loss of value of, any security, or any invalidity, non-perfection or unenforceability of any security held by any Secured Creditors or the Trustee on behalf of the Secured Creditors, or any exercise or enforcement of, or failure to exercise or enforce, security, or irregularity or defect in the manner or procedure by which the Trustee or any other Secured Creditor realizes Creditors realize on such security; (n) any application of any sums received to the Note Obligations (other than payment in full of the Note Obligations), or any part thereof, and any change in such application; and (o) any other circumstances which might otherwise constitute a defence available to, or a discharge of, any the Guarantor, any Issuer the Borrower or any other Person in respect of the Note Obligations or this Guarantee.

Absolute Liability. Each of To the Guarantors extent permitted by law, the Guarantor agrees that the liability of the Guarantors under Section 2.1 Guarantor hereunder is given on an unlimited basis, and Section 2.2, is absolute and unconditional irrespective of: (a) the lack of validity or enforceability of any terms of any of the Indenture Loan Documents; (b) any contest by any Issuer the Borrower or any other Person as to the amount of the Note Obligations, the validity or enforceability of any terms of the Indenture Loan Documents or the perfection or priority of any security granted to the Trustee or Agent and the other Secured CreditorsParties; (c) any defence, counter claim or right of set-off available to the Borrower or any Issuer (other than payment in full of the Note Obligations)Person; (d) any release, compounding or other variance of the liability of any Issuer the Borrower or any other Person liable in any manner under or in respect of the Note Obligations or the extinguishment of all or any part of the Note Obligations by operation of law (other than payment in full of the Note Obligations)law; (e) any change in the time or times for, or place or manner or terms of payment or performance of the Note Obligations or any consent, waiver, renewal, alteration, extension, compromise, arrangement, concession, release, discharge or other indulgences which the Agent or any Secured Creditors or the Trustee on behalf of the other Secured Creditors Parties may grant to any Issuer the Borrower or any other Person; (f) any amendment or supplement to, or alteration or renewal of, or restatement, replacement, refinancing or modification or variation of (including any additional Note issuances increase in the amounts available thereunder or the inclusion of an additional Issuer borrower thereunder), or other action or inaction under, the IndentureCredit Agreement, the other Indenture Loan Documents or any other related document or instrument, or the Note Obligations; (g) any discontinuance, termination, reduction, renewal, increase, abstention from renewing or other variation of any credit or credit facilities to, or the terms or conditions of any transaction with, any Issuer the Borrower or any other Person; (h) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of any Issuerthe Borrower, any the Guarantor or and any other Credit Loan Party or any reorganization (whether by way of reconstruction, consolidation, amalgamation, merger, transfer, sale, lease or otherwise) of any Issuerthe Borrower, any the Guarantor or and any other Credit Loan Party or their respective businesses; (i) any dealings with the security which any Secured Creditor or the Trustee Agent on behalf of the other Secured Creditors Parties holds or may hold pursuant to the terms and conditions of the Indenture Loan Documents, including the taking, giving up or exchange of securities, their variation or realization, the accepting of compositions and the granting of releases and discharges; (j) any limitation of status or power, disability, incapacity or other circumstance relating to any Issuerthe Borrower, any Guarantor, the Guarantor and any other Credit Loan Party or any other Person, including any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation, winding-up or other like proceeding involving or affecting any Issuerthe Borrower, any Guarantor, the Guarantor and any other Credit Party or any other Person or any action taken with respect to this Guarantee by any trustee or receiver, or by any court, in any such proceeding, whether or not any such the Guarantor shall have notice or knowledge of any of the foregoing; (k) the assignment by any Secured Creditor of all or any part of the benefits of this GuaranteeGuarantee by the Agent or any of the other Secured Parties; (l) any impossibility, impracticability, frustration of purpose, force majeure or illegality of any Indenture Loan Document, or the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction or by any present or future action of (i) any Governmental Entity governmental entity that amends, varies, reduces or otherwise affects, or purports to amend, vary, reduce or otherwise affect, any of the Note Obligations or the obligations of any such the Guarantor under this Guarantee, or (ii) any court order that amends, varies, reduces or otherwise affects any of the Note Obligations; (m) any taking or failure to take security, any loss of, or loss of value of, any security, or any invalidity, non-perfection or unenforceability of any security held by the Agent or any Secured Creditors or the Trustee on behalf of the other Secured CreditorsParties, or any exercise or enforcement of, or failure to exercise or enforce, security, or irregularity or defect in the manner or procedure by which the Trustee Agent or any of the other Secured Creditor realizes Parties realize on such security; (n) any application of any sums received to the Note Obligations (other than payment in full of the Note Obligations), or any part thereof, and any change in such application; and (o) any other circumstances which might otherwise constitute a defence available to, or a discharge of, any the Guarantor, any Issuer the Borrower or any other Person in respect of the Note Obligations or this Guarantee.

Absolute Liability. Each of the Guarantors agrees that the liability of each of the Guarantors under Section 2.1 and Section 2.3 and, for greater certainty, under Section 2.2, is absolute and unconditional irrespective of: (a) the lack of validity or enforceability of any terms of any of the Indenture Loan Documents; (b) any contest by any Issuer of the Borrowers or any other Person as to the amount of the Note Obligations, the validity or enforceability of any terms of the Indenture Loan Documents or the perfection or priority of any security granted to the Trustee Collateral Agent or the other Secured CreditorsParties; (c) any defence, counter claim or right of set-off available to any Issuer (other than payment in full of the Note Obligations)Borrowers; (d) any release, compounding or other variance of the liability of any Issuer the Borrowers or any other Person liable in any manner under or in respect of the Note Obligations or the extinguishment of all or any part of the Note Obligations by operation of law (other than payment in full of the Note Obligations)law; (e) any change in the time or times for, or place or manner or terms of payment or performance of the Note Obligations or any consent, waiver, renewal, alteration, extension, compromise, arrangement, concession, release, discharge or other indulgences which any the Secured Creditors Parties or the Trustee on behalf of the Secured Creditors Collateral Agent may grant to any Issuer the Borrowers or any other Person; (f) any amendment or supplement to, or alteration or renewal of, or restatement, replacement, refinancing or modification or variation of (including any additional Note issuances increase in the amounts available thereunder or the inclusion of an additional Issuer borrower thereunder), or other action or inaction under, the IndentureCredit Agreement, the other Indenture Loan Documents or any other related document or instrument, or the Note Obligations; (g) any discontinuance, termination, reduction, renewal, increase, abstention from renewing or other variation of any credit or credit facilities to, or the terms or conditions of any transaction with, any Issuer the Borrowers or any other Person; (h) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of any Issuerthe Borrowers, any Guarantor the Guarantors or any other Credit Loan Party or any reorganization (whether by way of reconstruction, consolidation, amalgamation, merger, transfer, sale, lease or otherwise) of any Issuerthe Borrowers, any Guarantor the Guarantors or any other Credit Loan Party or their respective businesses; (i) any dealings with the security which any the Secured Creditor Parties or the Trustee on behalf of the Secured Creditors holds Collateral Agent hold or may hold pursuant to the terms and conditions of the Indenture Loan Documents, including the taking, giving up or exchange of securities, their variation or realization, the accepting of compositions and the granting of releases and discharges; (j) any limitation of status or power, disability, incapacity or other circumstance relating to any Issuerthe Borrowers, any Guarantorthe Guarantors, any other Credit Loan Party or any other Person, including any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation, winding-up or other like proceeding involving or affecting any Issuerthe Borrowers, any Guarantorthe Guarantors, any other Credit Loan Party or any other Person or any action taken with respect to this Guarantee by any trustee or receiver, or by any court, in any such proceeding, whether or not any such Guarantor the Guarantors shall have notice or knowledge of any of the foregoing; (k) the assignment by any Secured Creditor of all or any part of the benefits of this Guarantee; (l) any impossibility, impracticability, frustration of purpose, force majeure or illegality of any Indenture Loan Document, or the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction or by any present or future action of (i) any Governmental Entity Authority that amends, varies, reduces or otherwise affects, or purports to amend, vary, reduce or otherwise affect, any of the Note Obligations or the obligations of any such Guarantor the Guarantors under this Guarantee, or (ii) any court order that amends, varies, reduces or otherwise affects any of the Note Obligations; (m) any taking or failure to take security, any loss of, or loss of value of, any security, or any invalidity, non-perfection or unenforceability of any security held by any the Secured Creditors Parties or the Trustee on behalf of the Secured CreditorsCollateral Agent, or any exercise or enforcement of, or failure to exercise or enforce, security, or irregularity or defect in the manner or procedure by which the Trustee or any other Collateral Agent and the Secured Creditor realizes Parties realize on such security; (n) any application of any sums received to the Note Obligations (other than payment in full of the Note Obligations), or any part thereof, and any change in such application; and (o) any other circumstances which might otherwise constitute a defence available to, or a discharge of, any Guarantorthe Guarantors, any Issuer the Borrowers or any other Person in respect of the Note Obligations or this Guarantee.

Absolute Liability. Each of the Guarantors agrees that the liability of each of the Guarantors under Section 2.1 and Section 2.3 and, for greater certainty, under Section 2.2, is absolute and unconditional irrespective of: (a) the lack of validity or enforceability of any terms of any of the Indenture Loan Documents; (b) any contest by any Issuer the Borrower or any other Person as to the amount of the Note Obligations, the validity or enforceability of any terms of the Indenture Loan Documents or the perfection or priority of any security granted to the Trustee Collateral Agent or the other Secured CreditorsParties; (c) any defence, counter claim or right of set-off available to any Issuer (other than payment in full of the Note Obligations)Borrower; (d) any release, compounding or other variance of the liability of any Issuer the Borrower or any other Person liable in any manner under or in respect of the Note Obligations or the extinguishment of all or any part of the Note Obligations by operation of law (other than payment in full of the Note Obligations)law; (e) any change in the time or times for, or place or manner or terms of payment or performance of the Note Obligations or any consent, waiver, renewal, alteration, extension, compromise, arrangement, concession, release, discharge or other indulgences which any the Secured Creditors Parties or the Trustee on behalf of the Secured Creditors Collateral Agent may grant to any Issuer the Borrower or any other Person; (f) any amendment or supplement to, or alteration or renewal of, or restatement, replacement, refinancing or modification or variation of (including any additional Note issuances increase in the amounts available thereunder or the inclusion of an additional Issuer borrower thereunder), or other action or inaction under, the IndentureCredit Agreement, the other Indenture Loan Documents or any other related document or instrument, or the Note Obligations; (g) any discontinuance, termination, reduction, renewal, increase, abstention from renewing or other variation of any credit or credit facilities to, or the terms or conditions of any transaction with, any Issuer the Borrower or any other Person; (h) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of any Issuerthe Borrower, any Guarantor the Guarantors or any other Credit Loan Party or any reorganization (whether by way of reconstruction, consolidation, amalgamation, merger, transfer, sale, lease or otherwise) of any Issuerthe Borrower, any Guarantor the Guarantors or any other Credit Loan Party or their respective businesses; (i) any dealings with the security which any the Secured Creditor Parties or the Trustee on behalf of the Secured Creditors holds Collateral Agent hold or may hold pursuant to the terms and conditions of the Indenture Loan Documents, including the taking, giving up or exchange of securities, their variation or realization, the accepting of compositions and the granting of releases and discharges; (j) any limitation of status or power, disability, incapacity or other circumstance relating to any Issuerthe Borrower, any Guarantorthe Guarantors, any other Credit Loan Party or any other Person, including any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation, winding-up or other like proceeding involving or affecting any Issuerthe Borrower, any Guarantorthe Guarantors, any other Credit Loan Party or any other Person or any action taken with respect to this Guarantee by any trustee or receiver, or by any court, in any such proceeding, whether or not any such Guarantor the Guarantors shall have notice or knowledge of any of the foregoing; (k) the assignment by any Secured Creditor of all or any part of the benefits of this Guarantee; (l) any impossibility, impracticability, frustration of purpose, force majeure or illegality of any Indenture Loan Document, or the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction or by any present or future action of (i) any Governmental Entity Authority that amends, varies, reduces or otherwise affects, or purports to amend, vary, reduce or otherwise affect, any of the Note Obligations or the obligations of any such Guarantor the Guarantors under this Guarantee, or (ii) any court order that amends, varies, reduces or otherwise affects any of the Note Obligations; (m) any taking or failure to take security, any loss of, or loss of value of, any security, or any invalidity, non-perfection or unenforceability of any security held by any the Secured Creditors Parties or the Trustee on behalf of the Secured CreditorsCollateral Agent, or any exercise or enforcement of, or failure to exercise or enforce, security, or irregularity or defect in the manner or procedure by which the Trustee or any other Collateral Agent and the Secured Creditor realizes Parties realize on such security; (n) any application of any sums received to the Note Obligations (other than payment in full of the Note Obligations), or any part thereof, and any change in such application; and (o) any other circumstances which might otherwise constitute a defence available to, or a discharge of, any Guarantorthe Borrower, any Issuer the Guarantors or any other Person in respect of the Note Obligations or this Guarantee.